Dassault Systèmes, the 3DEXPERIENCE Company, the world leader in 3D design software, 3D Digital Mock Up and Product Lifecycle Management (PLM) solutions, and Accelrys, Inc., a leading provider of scientific innovation lifecycle management software for chemistry, biology and materials, announced the signing of a definitive merger agreement for Dassault Systèmes to acquire San Diego‑based Accelrys, Inc. Cravath represented Dassault Systèmes in connection with this transaction.

Under the terms and conditions of the merger agreement, Dassault Systèmes will make an all cash tender offer for all of the outstanding shares of Accelrys common stock at a price of US$12.50 per share, representing a fully diluted equity value for Accelrys of approximately US$750 million. Dassault Systèmes intends to acquire any shares of Accelrys not tendered into the tender offer, via a merger as soon as practicable after the closing of the tender offer.

The Cravath team included partners Andrew R. Thompson and George E. Zobitz and associate Alan G. Grinceri on M&A matters; partner Michael L. Schler and associate Rachel H. Kiwi on tax matters; partner Eric W. Hilfers and practice area attorney Michael Krasnovsky on executive compensation and benefits matters; practice area attorney Robin C. Landis on antitrust matters; and partner David J. Kappos and practice area attorney Anthony N. Magistrale on intellectual property matters. Matthew G. Jones and Ashley N. Hughes also worked on M&A matters and Michael C. Lucien Jr. also worked on executive compensation and benefits matters.

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